MILPITAS, Calif., July 16 /PRNewswire-FirstCall/ -- Sipex Corporation
(Nasdaq: SIPX) today the date of August 23, 2007 for a special meeting of
its stockholders to consider the adoption of the proposed merger agreement
between Exar Corporation and Sipex Corporation. The record date for voting
at the special meeting is July 16, 2007. The meeting will take place on
Thursday, August 23, 2007 at 9:00 a.m. PDT at Sipex corporate headquarters,
233 South Hillview Drive, Milpitas, California. Assuming the merger
agreement is adopted, the transaction is expected to close as soon as
possible after the special meeting. The closing of the transaction is
subject to the approval of stockholders from both companies as well as
customary closing conditions.
On May 8, 2007, Sipex Corporation (Nasdaq: SIPX) and Exar Corporation
(Nasdaq: EXAR) announced that they entered into the merger agreement to
combine the two companies. Under the terms of the agreement, Sipex
stockholders will receive 0.6679 of a share of Exar for each share of
Sipex. Exar stockholders will own approximately 67.6% and Sipex
stockholders will own approximately 32.4% of Exar after completion of the
transaction, which assumes conversion to stock of outstanding Sipex debt
and related warrants.
Additional Information and Where You Can Find It
Exar has filed a Registration Statement on Form S-4 containing a proxy
statement/prospectus and other documents concerning the proposed merger
transaction with the Securities and Exchange Commission (the "SEC").
Security holders are urged to read the proxy statement/prospectus and other
relevant documents filed with the SEC because they will contain important
information. Security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by Exar and Sipex with the
SEC at the SEC's web site at http://www.sec.gov. The proxy
statement/prospectus and other documents may also be obtained for free by
contacting Exar Investor Relations by e-mail at investorrelations@Exar.com
or by telephone at 1-510-668-7201 or by contacting Sipex Investor Relations
by e-mail at investorrelations@Sipex.com or by telephone at 1-408-934-7586.
Exar and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Exar's stockholders with
respect to the transactions contemplated by the merger agreement.
Information regarding such executive officers and directors is included in
Exar's Proxy Statement for its 2006 Annual Meeting of Stockholders filed
with the SEC on August 9, 2006, which is available free of charge at the
SEC's web site at http://www.sec.gov and from Exar Investor Relations which
can be contacted by e-mail at investorrelations@Exar.com or by telephone at
1-510-668-7201. Certain executive officers and directors of Exar have
interests in the transaction that may differ from the interests of Exar
stockholders generally. These interests are described in the proxy
statement /prospectus.
Sipex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from Sipex's stockholders with
respect to the transactions contemplated by the merger agreement.
Information regarding such executive officers and directors is included in
Sipex's Proxy Statement for its 2006 Annual Meeting of Stockholders filed
with the SEC on October 24, 2006, which is available free of charge at the
SEC's web site at http://www.sec.gov and from Sipex Investor Relations
which can be contacted by e-mail at investorrelations@Sipex.com or by
telephone at 1-408-934-7586. Certain executive officers and directors of
Sipex have interests in the transaction that may differ from the interests
of Sipex stockholders generally. These interests are described in the proxy
statement /prospectus.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from
those described in the forward- looking statements. The forward-looking
statements contained in this document include statements about future
financial and operating results; benefits of the transaction to customers,
stockholders and employees; potential synergies and cost savings resulting
from the transaction; the ability of the combined company to drive growth
and expand customer and partner relationships and other statements
regarding the proposed transaction. These statements are not guarantees of
future performance, involve risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example, if Exar and
Sipex do not each receive the required stockholder approval or the parties
fail to satisfy other conditions to closing, the transaction may not be
consummated. Similarly, anticipated costs savings may not be achieved and
projections as to whether, when and the extent to which the transaction
will be accretive may not prove accurate. In any forward-looking statement
in which Exar or Sipex expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: failure of the Exar and Sipex stockholders to approve the
proposed merger; the challenges and costs of closing, integrating,
restructuring and achieving anticipated synergies; the ability to retain
key employees; and other economic, business, competitive, and/or regulatory
factors affecting the businesses of Exar and Sipex generally, including
those set forth in the filings of Exar and Sipex with the Securities and
Exchange Commission, especially in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
sections of their respective annual reports on Form 10-K and quarterly
reports on Form 10-Q, their current reports on Form 8-K and other SEC
filings. Exar and Sipex are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements
whether as a result of new information, future events, or otherwise.
About Sipex Corporation
Sipex Corporation is an analog semiconductor company that addresses
standard linear and application specific standard products (ASSP) for
customer systems that are primarily targeted at the consumer, networking
and industrial markets. The products are categorized into three synergistic
areas of power management, interface and optical storage. Sipex is a global
company with operations in Asia, Europe and North America. It is the
mission of the company to create innovative analog products that enable
customers to produce differentiated products. For more information about
Sipex, visit http://www.sipex.com.
About Exar Corporation
Exar Corporation designs, develops and markets high-performance, analog
and mixed-signal silicon solutions for a variety of markets including
networking, serial communications, and storage. Leveraging its
industry-proven analog design expertise and system-level knowledge, Exar
delivers to customers a wide array of technology solutions for current as
well as next generation products. The Company is based in Fremont, CA, had
fiscal 2007 revenues of $68.5 million, and employs approximately 235 people
worldwide. For more information about the Company visit:
http://www.exar.com
For additional information, contact:
Ralph Schmitt, Chief Executive Officer
Phone: 408-934-7500
Fax: 408-935-7686
Email: rschmitt@sipex.com
SOURCE Sipex Corporation
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Related links:
http://www.sipex.com
http://www.exar.com
http://www.prnewswire.com/comp/111683.html/
CONTACT:
Ralph Schmitt, Chief Executive Officer of
Sipex Corporation, +1-408-934-7500, fax, +1-408-935-7686,
rschmitt@sipex.com
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